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How Do I Absorb a Company With Negative Equity?

I need to close a startup S-corp with negative equity and transfer assets and debt to a new LLC

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Hi, I've Googled till I can't see straight and have not found an answer to this situation:

We have a Florida S-corp that has negative retained earnings due to debt. We would like to close that entity and transfer assets and debt to a new Delaware LLC. Since the Delware LLC is a new "blank'" entity, how do we handle acuiring a company with negative value on the balance sheet? Is it simply offset by good will?  

Thank you! Joe

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